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                                                                    Exhibit 10.5


                                LICENSE AGREEMENT

         THIS LICENSE AGREEMENT (the "Agreement") is entered into this day of
September 23, 1998 between H.O. SOFTWARE, INC., a corporation having its
offices at 2 East Bryan, Suite 1100, Savannah, GA 31401, hereafter referred
to as "H.O." and American Cellular Corporation, having its principal office at
1375 Woodfield Road, Suite 700, Schaumburg IL, 60173 hereafter referred to as
Customer".

         WHEREAS, Customer desires to obtain a limited nonexclusive license
right to use the H.O. Cellular information Management System gown as H.O. CIMS
billing and information management licensed Software (the "Licensed Software")
as described below, in each and every Cellular Market operated by Customer, and

         WHEREAS. H.O. desires to license the Licensed Software to Customer
upon the terms and condition set forth in the Agreement, for use in each and
every Cellular Market operated by Customer.

         THEREFORE. In consideration of the above declarations and the
covenants and conditions set forth in this Agreement, the parties agree as
follows:

1.       GRANT; LICENSE FEE. In consideration of the payment of a one time
         license fee of $1.00 H.O. hereby grants to Customer nontransferable,
         nonexclusive license to use the Licensed Software. The initial term of
         this Agreement will commence on January 1, 1999 ("the Effective Date")
         and will end on the 3rd anniversary of the effective date unless
         terminated earlier in accordance with the provisions of this Agreement.
         Thereafter, the term of this Agreement will automatically extend for
         successive one year periods after such anniversary date unless either
         of the parties notifies the other party in writing at least 90 days
         prior to such anniversary date, or 90 days prior to the end of any such
         one year extension period as the case may be, that this Agreement will
         not be so extended. Within sixty, (60) days after each anniversary of
         the Effective Date, H.O. may increase the maintenance fees by no more
         than the increase in the Consumer Price Index for the prior year during
         the initial term of this Agreement.

2.       LIMITATIONS ON USE. Customer shall use the Licensed Software only on
         Central Processing Units provided and designated by H.O. (the
         "Designated CPU"). Customer may make (1) backup copy of the Licensed
         Software, for backup purposes, which must display the copyright notice
         and information relating to the proprietary rights as they appear in
         the Licensed Software. Customer shall not decompile disassemble, or
         reverse engineer any portion of the Licensed Software. Customer shall
         not allow the Licensed Software to be used for time-sharing or service
         bureau, or any similar purpose.

3.       CONFIDENTIALITY

         A.       Both parties acknowledge that the will possess Confidential
                  information of the other party, including the other's
                  proprietary or business information, the other's trade secrets
                  as well as, the Licensed Software, and other vital data on the
                  Customer's business. Each party will use Commercially
                  reasonable efforts, but not less stringent than the means that
                  it uses to protect its own confidential information, to
                  prevent the


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                  disclosure and to protect the confidentiality of written
                  information received from the other party which is marked or
                  identified as confidential, or which relates to the number of
                  subscribers (collectively, "Confidential Information"). Each
                  party will use Confidential Information received from the
                  other party only in connection with the purposes of this
                  Agreement. The provisions of this Paragraph (3) will not
                  prevent either party from disclosing its own Confidential
                  Information or from disclosing Confidential Information which
                  is (a) already known by the recipient party without an
                  obligation of confidentiality; (b) publicly known or becomes
                  publicly known through no unauthorized act of the recipient
                  party; (c) rightfully received from a third party; or (d)
                  required to be disclosed pursuant to a requirement of a
                  governmental agency or law so long as the disclosing party
                  provides the other party with notice of such requirement prior
                  to any such disclosure. This provision shall survive the
                  termination or expiration of this Agreement. Specific pricing
                  terms of this Agreement shall be considered Confidential
                  Information by both parties.

         B.       The term "Confidential Information" as used above shall also
                  include any and all terms and provisions of this Agreement,
                  including, without limitation, the pricing terms set forth in
                  or related to this Agreement (the "Pricing Terms"). In
                  addition to Customer's obligations set forth in Paragraph A
                  above, Customer shall at all times use its best efforts to
                  prevent the disclosure and protect the confidentiality of the
                  Pricing Terms. Customer shall not disclose any Pricing Term or
                  aspect thereof whatsoever to any person whatsoever unless (a)
                  expressly authorized in writing by H.O., or (b) Customer is
                  legally compelled to make such disclosure and Customer has
                  furnished H.O. prompt notice of such fact (so that H.O. may
                  seek an appropriate protective order or other remedy) and a
                  written opinion of its counsel reasonably acceptable to H.O.
                  opining that Customer is required to make such a disclosure or
                  else stand liable for contempt or suffer other material
                  censure or material penalty. In the event disclosure is
                  permitted under clause (b), Customer shall use its best
                  efforts to obtain reliable assurance that confidential
                  treatment will be accorded the Confidential Information so
                  disclosed.

         C.       H.O. and Customer acknowledge and agree that it may be
                  difficult, if not impossible, to accurately determine the
                  amount of damaged that H.O. will incur if Customer breaches or
                  otherwise fails to comply with Paragraph 13 above.
                  Accordingly, the parties agree that as liquidated damages for
                  such breach or noncompliance Customer shall pay immediately an
                  amount equal to 2 times the billings charged by H.O. under the
                  Agreement for the month immediately preceding the month during
                  which the breach or noncompliance occurred. In addition to
                  such liquidated damages or any other remedy available to H.O.
                  and in addition to and notwithstanding Section 10 below, upon
                  such breach or noncompliance with Paragraph B, H.O. shall have
                  the right to immediately (without opportunity to cure)
                  terminate this Agreement including, without limitation, all
                  licenses granted thereunder, at its sole discretion upon
                  notice to Customer as of the date specified in such notice of
                  termination; provided, however, that if H.O. fails to exercise
                  such termination right, Customer shall remain obligated to pay
                  the liquidated damages in addition to any other amounts due
                  H.O. under the Agreement, and neither the failure nor the
                  delay in exercising any right, power or privilege under this
                  Paragraph C will operate as a waiver of such right, power or


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                  privilege and no single or partial exercise of any such right,
                  power or privilege by H.O. will preclude any other or further
                  exercise of such right, power or privilege or the exercise of
                  any other right, power or privilege.

         D.       Customer agrees to indemnify and hold H.O. harmless from any
                  damages, loss, cost, or liability (including legal fees and
                  the cost of enforcing this indemnity) arising out of or
                  resulting from any unauthorized use or disclosure by Customer
                  or Customer's employees or agents of the Confidential
                  Information or other violation of this Section 3. In addition,
                  because an award of money damages (whether pursuant to the
                  foregoing sentence or otherwise) would be inadequate for any
                  breach of this Agreement by Customer of Customer's employees
                  or agents and any such breach would cause H.O. irreparable
                  harm, Customer also agrees that, in the event of any breach or
                  threatened breach of this Agreement H.O. will also be
                  entitled, without the requirement of posting a bond or other
                  Security, to equitable relief, including injunctive relief and
                  specific performance. No right or remedy conferred upon H.O.
                  by any provision of this Agreement is intended to be exclusive
                  or any other right or remedy, and every right and remedy
                  shall, to the extent permitted by law, be cumulative and in
                  addition to every other right and remedy given hereunder or
                  now or thereafter existing at law or in equity or otherwise.

4.       WARRANTY. H.O. warrants that it his the power and Authority to grant
         this License to Customer and that the Licensed Software will be free
         from material errors. H.O, also warrants that the Licensed Software
         will perform substantially in compliance with the Specifications of the
         cellular telephone industry standards applicable to the Services to be
         performed, including roaming clearinghouse standard for the processing
         or roaming records as promulgated from time to time contained in the
         software. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES
         DRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
         FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY.

5.       INSTALLATION AND TRAINING.

         A.       H.O. shall provide initial training, free of charge, at each
                  file server location, or where deemed appropriate by Customer
                  and H.O., in the operation and use of the Licensed Software
                  and associated systems either at the Customer's site or in
                  Savannah, Georgia, as requested by Customer. Reasonable out of
                  pocket expenses, such as travel, meals and lodging, shall be
                  paid by Customer. Training shall consist of the following:

                           Installation and optimization of all computer network
                           components.
                           Understanding accounting, monthly, and daily reports.
                           Administration of A/R collection procedures.
                           Work order, payment, and adjustment processing.
                           Switch Manager (if applicable)
                           Table updates and changes
                           Roamer distribution (incollects and outcollects).
                           Documentation.


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         B.       Any additional training requested by Customer shall be at the
                  hourly rate of $95.00. The Customer shall reimburse H.O. for
                  all reasonable out of pocket expenses, such as travel, meals
                  and lodging, incurred by H.O. in connection with any
                  additional training requested by Customer.

         C.       H.O. shall invoice Customer on a monthly basis following the
                  final bill run for the month, a maintenance fee equal to the
                  greater of:


                  i)       the sum of:

<TABLE>
                           <S>    <C>                                  <C>          <C>      <C>
                           (1)    $1.65 for each active phone from          0       to        75,000
                           (2)    $1.50 for each active phone from      75,001      to       150,000
                           (3)    $1.46 for each active phone from     150,001      to       225,000
                           (4)    $1.32 for each active phone from     225,001      to       350,000
                           (5)    $1.00 for each active phone from     350,001      and up.
</TABLE>

                  ii)      $3,000.00 per file server Site

                  iii)     $1.00 for each noncellular/PCS service, LDX, paging
                           & internet.

6.       MAINTENANCE. The maintenance pricing fee covers (a) all updates and
         modifications as requested by Customer which H.O. furnishes without
         charge to all Customers of the Licensed Software (software releases)
         and (b) telephone support from 3:00 AM 6:00 PM Eastern Standard Time,
         Monday through Friday, except holidays. Maintenance shall be performed
         from remote location through the use of one, or more if necessary,
         frame relay or equivalent connection to H.O. offices. The expense of
         such lines shall be passed through to, and paid for by the Customer.
         All updates and modification will be furnished in operable condition.
         The maintenance fee does not cover "customizations". Customizations are
         substantial modifications to the Licensed Software made on behalf of
         Customer and not furnished to all other H.O. clients. Customizations,
         if feasible, shall be made at Customers written request, at the rate of
         $100.00 per man-hour. Customer shall not make any modifications or
         additions to the Licensed Software or derivative works of the Licensed
         Software without the prior written consent of H.O. H.O. shall not be
         responsible for maintenance or support of any portion of the Licensed
         Software affected by modifications, additions, or derivative works made
         by the Customer H.O. shall have sole and exclusive rights in and
         ownership of all additions to, modifications, derivative works, and
         customizations of the Licensed Software. Customer will afford to the
         representatives of H.O. access, during normal business hours, to
         Customer's premises sufficient to enable H.O. to inspect, repair,
         replace or remove any equipment or other assets of H.O. installed or
         otherwise present on Customer's premises.

         A.       H.O. Software shall provide roaming distribution for Customer
                  at no additional charge. Roaming distribution is considered
                  the processing of Customer outcollects, timely delivery of
                  those records to the appropriate clearinghouse and timely
                  delivery of incollects as they are received from the
                  appropriate clearinghouse for inclusion in Customers monthly
                  billing process. Timely is defined is the submission of
                  outcollect messages to the appropriate clearinghouse within 30
                  days of the call occurrence, or the industry standard as
                  defined by Cibernet Corp. of Washington DC, whichever is
                  shorter.


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         B.       H.O. Software will contract with a third party vendor (or
                  print and mail services for Customers' monthly bill processing
                  (including postage, printing, stuffing. mailing, micro
                  fiche/CD Rom). Customer may also transmit dunning messages to
                  the printing vendor supplying print and mail services. Upon
                  receipt of the printers bill image tape or electronic
                  transmission from Customer, H.O. guarantees a turnaround time
                  of three (3) days if the tape or electronic transmission is in
                  readable format. In the event H.O. is unable to provide
                  printing services Customer shall, in addition to any other
                  rights it may possess, have the right to contract directly
                  with any third party, including H.O.'s vendor, for printing
                  services. All costs associated with this Paragraph B shall be
                  the responsibility of the Customer.

         C.       H.O will provide the necessary computer equipment for Customer
                  use during the term or terms of the Agreement. This equipment
                  does not include any adjunct processors needed for
                  communication to or from the switch for call collection and/or
                  service provisioning or any point-of-sale equipment. The right
                  to title of ownership of the equipment shall be retained by
                  H.O. Software. Provision of the computer hardware shall
                  include the Designated CPU; printer, necessary tape drive
                  devices; I/O terminal device server for remote offices and &
                  high- speed modem for maintenance communications. H.O. will
                  not provide cables or cabling, services, back up tapes,
                  terminals or paper stock for reports and/or dunning notices.
                  H.O. shall be responsible for the maintenance, repair,
                  upgrade, and replacement of the computer hardware in the event
                  of failure or factory defects (excluding misuse, abuse,
                  neglect, or natural disaster) during the term of this
                  Agreement. In the event of a failure, replacement components
                  shall be shipped via overnight carrier to Customer.

         D.       H.O. will maintain enough memory (RAM) and disk drive space to
                  provide on line retrieval of six (6) months call detail and 12
                  months account level detail inclusive of memos and work
                  orders. Postage and shipping charges shall be paid by the
                  shipping party in all cases for the shipment of repaired or
                  replacement pans. All costs arising from the maintenance,
                  repair or replacement of the hardware resulting from
                  lightning, electrical surges or Acts of God shall be the
                  responsibility of the Customer.

7.       LIMITATION OF LIABILITY, H.O.'s LIABILITY FOR ALL DAMAGES OCCURRING
         UNDER THIS AGREEMENT FROM ANY CAUSE OF ACTION WHATSOEVER EXCEPT
         INTENTIONAL, WILLFUL MALFEASANCE SHALL NOT EXCEED THE AVERAGE OF THE
         THREE PREVIOUS MONTHS MAINTENANCE FEES PAID BY CUSTOMER.
         NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, H.O. SOFTWARE
         SHALL IN NO WAY BE LIABLE FOR LOST PROFITS, LOST COMPUTER TIME, OR ANY
         OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE OCCURRENCE OF ANY LOSS
         REIMBURSED TO CUSTOMER UNDER THIS PROVISION SHALL BE IN THE FOAM OF
         CREDITS AGAINST OUTSTANDING INVOICE BALANCES DUE TO H.O.

8.       INFRINGEMENT INDEMNITY. Notwithstanding anything to the contrary in
         this Agreement, H.O. will, at its own expense, defend any action
         brought against Customer to the extent such action is based on a claim
         that the Licensed Software, used within the scope of the license
         granted herein, infringes a copyright perfected under United States


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         statute, infringes a patent granted under United States law, or
         constitutes an unlawful disclosure, use, or misappropriation of another
         party's trade secrets or similar property right. H.O. Software will
         bear the expense of such defense and pay any damages and attorneys'
         fees finally awarded by a court of competent jurisdiction which are
         attributable to such claim, provided that Customer notifies H.O
         Software promptly in writing of the claim, and that Customer allows H.O
         Software to fully direct the defense or settlement of such claim. H.O.
         will not be responsible for any settlement or compromise made without
         its consent. Should the Licensed Software, or any component thereof,
         become, or in H.O.'s reasonable opinion, be likely to become, the
         subject of a claim subject to the provisions of this Section 8, then
         H.O. may, at its option, use commercially reasonable means to procure
         for the Customer the right to continue using the Licensed Software so
         that it becomes non-infringing provided that the level of services
         rendered to Customer will be materially equivalent to the services
         rendered prior to such replacement or modification.

9.       NO TRANSFER OR EXPORT. Except to a wholly owned subsidiary, Customer
         shall not assign, sub license, or otherwise transfer, in whole or in
         part, this Agreement or any license or right granted hereunder, and
         Customer shall not permit any such assignment, sub license, or other
         transfer without H.O's written consent Customer shall not export the
         Licensed Software outside of the United States without the prior
         written consent of H.O.. H.O. may at its sole discretion assign or
         otherwise transfer its rights and obligations under this Agreement to
         any third party, whether or not affiliated with H.O., upon notice to
         Customer of such assignment or transfer, with such assignment or
         transfer being effective as of the date specified in such notice.

10.      DEFAULT AND TERMINATION.

         A.       Termination for cause. Except as provided in Section 3, in the
                  event that either party hereto materially defaults in the
                  performance of any of its duties or obligations hereunder,
                  which default shall not be substantially cured within 30 days
                  after written notice is given to the defaulting party
                  specifying the default, or, with respect to any default which
                  cannot be reasonably cured within 30 days, if the defaulting
                  party fails to proceed within 30 days to Commence curing said
                  default and thereafter to proceed expeditiously to
                  substantially cure the same, then the party not in default
                  may, by giving written notice thereof to the defaulting party,
                  terminate this Agreement as of a date specified in such notice
                  of termination.

         B.       If Customer fails to comply with Paragraph 2, 3.A, or 9, then
                  the provisions of Section 10.A apply, except to the extent a
                  different remedy is otherwise specified. Upon termination of
                  the Agreement pursuant to Section 3 or Section 10.A, the
                  License granted hereunder shall cease and Customer shall
                  immediately destroy the Licensed Software and any related
                  materials, equipment or other assets, unless H.O. requests, in
                  writing, the return of any such materials. In this event, such
                  materials shall be immediately returned. Customer shall
                  furnish H.O. with a written certificate stating that the
                  original Licensed Software and any backup copies of the
                  Licensed Software in the Customer's possession have been
                  destroyed. Notwithstanding any provisions contained herein, if
                  notification to


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                  terminate this Agreement is received from the Customer during
                  the initial term, the Customer agrees to reimburse H.O. for
                  hardware purchases, start up expenses, and installation
                  expenses incurred by H.O..

11.      GENERAL. This Agreement shall constitute the entire agreement between
         the parties and supersedes all prior agreements and understandings
         between the parties with respect to the subject matter hereof Subject
         to the limitation contained in Section 9 of this Agreement, this
         Agreement shall be binding on the parties and their respective
         successors and assigns. This Agreement shall not be modified except by
         written document signed by both parties. This Agreement shall be
         governed by the laws of the State of Georgia. Any waiver of any breach
         of any provision of this Agreement shall not operate is a waiver of any
         subsequent breach. If any provisions of this Agreement are held invalid
         or unenforceable, the validity and enforceability of the remaining
         provisions shall in no way be affected or impaired thereby.

Customer represents that it has read this Agreement and understands and agrees
to all terms and conditions stated herein.

ACCEPTED:                                       ACCEPTED:

H.O. SOFTWARE, INC.                             AMERICAN CELLULAR
--------------------------                      ------------------------------


/s/ Patrick R. Hans                             /s/ John Fujii
--------------------------                      ------------------------------
Signature:                                      Signature:




NAME:  PATRICK R. HANS                          NAME: JOHN FUJII
--------------------------                      ------------------------------



TITLE:  PRESIDENT                               TITLE: CHIEF EXECUTIVE OFFICER
--------------------------                      ------------------------------



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